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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)*
(Name of Issuer)
|
| Common Stock, no par value |
(Title of Class of Securities)
(CUSIP Number)
|
Jennifer Bellah Maguire Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071-3197 (213) 229-7986 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ¨
| * | | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| | | | |
| CUSIP No. 966837106 | | Schedule 13D/A | | Page 2 of 16 Pages |
| | | | | | |
| (1) | | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green Equity Investors V, L.P. |
| (2) | | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨ |
| (3) | | SEC Use Only: |
| (4) | | Source of Funds (See Instructions): |
| (5) | | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | | Citizenship or Place of Organization: Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | (7) | | Sole Voting Power 0 |
| | (8) | | Shared Voting Power 11,117,027 shares of Common Stock |
| | (9) | | Sole Dispositive Power 0 |
| | (10) | | Shared Dispositive Power 11,117,027 shares of Common Stock |
(11) | | Aggregate Amount Beneficially Owned by Each Reporting Person: 11,117,027 shares of Common Stock |
(12) | | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
(13) | | Percent of Class Represented by Amount in Row (11): 6.0% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012 |
(14) | | Type of Reporting Person (See Instructions): PN |
| | | | |
| CUSIP No. 966837106 | | Schedule 13D/A | | Page 3 of 16 Pages |
| | | | | | |
| (1) | | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green Equity Investors Side V, L.P. |
| (2) | | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨ |
| (3) | | SEC Use Only: |
| (4) | | Source of Funds (See Instructions): |
| (5) | | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | | Citizenship or Place of Organization: Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | (7) | | Sole Voting Power 0 |
| | (8) | | Shared Voting Power 11,117,027 shares of Common Stock |
| | (9) | | Sole Dispositive Power 0 |
| | (10) | | Shared Dispositive Power 11,117,027 shares of Common Stock |
(11) | | Aggregate Amount Beneficially Owned by Each Reporting Person: 11,117,027 shares of Common Stock |
(12) | | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
(13) | | Percent of Class Represented by Amount in Row (11): 6.0% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012 |
(14) | | Type of Reporting Person (See Instructions): PN |
| | | | |
| CUSIP No. 966837106 | | Schedule 13D/A | | Page 4 of 16 Pages |
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| (1) | | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Thyme Coinvest, LLC |
| (2) | | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨ |
| (3) | | SEC Use Only: |
| (4) | | Source of Funds (See Instructions): |
| (5) | | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | | Citizenship or Place of Organization: Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | (7) | | Sole Voting Power 0 |
| | (8) | | Shared Voting Power 11,117,027 shares of Common Stock |
| | (9) | | Sole Dispositive Power 0 |
| | (10) | | Shared Dispositive Power 11,117,027 shares of Common Stock |
(11) | | Aggregate Amount Beneficially Owned by Each Reporting Person: 11,117,027 shares of Common Stock |
(12) | | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
(13) | | Percent of Class Represented by Amount in Row (11): 6.0% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012 |
(14) | | Type of Reporting Person (See Instructions): OO (Limited Liability Company) |
| | | | |
| CUSIP No. 966837106 | | Schedule 13D/A | | Page 5 of 16 Pages |
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| (1) | | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): GEI Capital V, LLC |
| (2) | | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨ |
| (3) | | SEC Use Only: |
| (4) | | Source of Funds (See Instructions): |
| (5) | | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | | Citizenship or Place of Organization: Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | (7) | | Sole Voting Power 0 |
| | (8) | | Shared Voting Power 11,117,027 shares of Common Stock |
| | (9) | | Sole Dispositive Power 0 |
| | (10) | | Shared Dispositive Power 11,117,027 shares of Common Stock |
(11) | | Aggregate Amount Beneficially Owned by Each Reporting Person: 11,117,027 shares of Common Stock |
(12) | | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
(13) | | Percent of Class Represented by Amount in Row (11): 6.0% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012 |
(14) | | Type of Reporting Person (See Instructions): OO (Limited Liability Company) |
| | | | |
| CUSIP No. 966837106 | | Schedule 13D/A | | Page 6 of 16 Pages |
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| (1) | | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green V Holdings, LLC |
| (2) | | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨ |
| (3) | | SEC Use Only: |
| (4) | | Source of Funds (See Instructions): |
| (5) | | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | | Citizenship or Place of Organization: Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | (7) | | Sole Voting Power 0 |
| | (8) | | Shared Voting Power 11,117,027 shares of Common Stock |
| | (9) | | Sole Dispositive Power 0 |
| | (10) | | Shared Dispositive Power 11,117,027 shares of Common Stock |
(11) | | Aggregate Amount Beneficially Owned by Each Reporting Person: 11,117,027 shares of Common Stock |
(12) | | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
(13) | | Percent of Class Represented by Amount in Row (11): 6.0% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012 |
(14) | | Type of Reporting Person (See Instructions): OO (Limited Liability Company) |
| | | | |
| CUSIP No. 966837106 | | Schedule 13D/A | | Page 7 of 16 Pages |
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| (1) | | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Leonard Green & Partners, L.P. |
| (2) | | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨ |
| (3) | | SEC Use Only: |
| (4) | | Source of Funds (See Instructions): |
| (5) | | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | | Citizenship or Place of Organization: Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | (7) | | Sole Voting Power 0 |
| | (8) | | Shared Voting Power 11,117,027 shares of Common Stock |
| | (9) | | Sole Dispositive Power 0 |
| | (10) | | Shared Dispositive Power 11,117,027 shares of Common Stock |
(11) | | Aggregate Amount Beneficially Owned by Each Reporting Person: 11,117,027 shares of Common Stock |
(12) | | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
(13) | | Percent of Class Represented by Amount in Row (11): 6.0% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012 |
(14) | | Type of Reporting Person (See Instructions): PN |
| | | | |
| CUSIP No. 966837106 | | Schedule 13D/A | | Page 8 of 16 Pages |
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| (1) | | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): LGP Management, Inc. |
| (2) | | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨ |
| (3) | | SEC Use Only: |
| (4) | | Source of Funds (See Instructions): |
| (5) | | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | | Citizenship or Place of Organization: Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | (7) | | Sole Voting Power 0 |
| | (8) | | Shared Voting Power 11,117,027 shares of Common Stock |
| | (9) | | Sole Dispositive Power 0 |
| | (10) | | Shared Dispositive Power 11,117,027 shares of Common Stock |
(11) | | Aggregate Amount Beneficially Owned by Each Reporting Person: 11,117,027 shares of Common Stock |
(12) | | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
(13) | | Percent of Class Represented by Amount in Row (11): 6.0% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012 |
(14) | | Type of Reporting Person (See Instructions): CO |
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| CUSIP No. 966837106 | | Schedule 13D/A | | Page 9 of 16 Pages |
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| (1) | | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Jonathan D. Sokoloff |
| (2) | | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨ |
| (3) | | SEC Use Only: |
| (4) | | Source of Funds (See Instructions): |
| (5) | | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | | Citizenship or Place of Organization: United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | (7) | | Sole Voting Power 0 |
| | (8) | | Shared Voting Power 11,117,027 shares of Common Stock |
| | (9) | | Sole Dispositive Power 0 |
| | (10) | | Shared Dispositive Power 11,117,027 shares of Common Stock |
(11) | | Aggregate Amount Beneficially Owned by Each Reporting Person: 11,117,027 shares of Common Stock |
(12) | | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
(13) | | Percent of Class Represented by Amount in Row (11): 6.0% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012 |
(14) | | Type of Reporting Person (See Instructions): IN |
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| CUSIP No. 966837106 | | Schedule 13D/A | | Page 10 of 16 Pages |
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| (1) | | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Jonathan A. Seiffer |
| (2) | | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨ |
| (3) | | SEC Use Only: |
| (4) | | Source of Funds (See Instructions): |
| (5) | | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | | Citizenship or Place of Organization: United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | (7) | | Sole Voting Power 0 |
| | (8) | | Shared Voting Power 11,117,027 shares of Common Stock |
| | (9) | | Sole Dispositive Power 0 |
| | (10) | | Shared Dispositive Power 11,117,027 shares of Common Stock |
(11) | | Aggregate Amount Beneficially Owned by Each Reporting Person: 11,117,027 shares of Common Stock |
(12) | | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
(13) | | Percent of Class Represented by Amount in Row (11): 6.0% beneficial ownership of the voting stock based on the 184,667,400 shares of Common Stock outstanding as of July 27, 2012 as reported in the Issuer’s Form 10-Q for the period ended July 1, 2012 |
(14) | | Type of Reporting Person (See Instructions): IN |
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| CUSIP No. 966837106 | | Schedule 13D/A | | Page 11 of 16 Pages |
| ITEM 1. | SECURITY AND ISSUER |
This Amendment No. 12 to Schedule 13D (this “Amendment”) relates to shares of common stock, no par value (the “Common Stock”), of Whole Foods Market, Inc., a Texas corporation (the “Issuer”).
The address of the Issuer’s principal executive offices is 550 Bowie Street, Austin, Texas 78703.
| ITEM 2. | IDENTITY AND BACKGROUND |
The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosure:
| | (a) | GEI V is the record owner of 8,487,698 shares of Common Stock as of the date of this statement. GEI Side V is the record owner of 2,546,036 shares of Common Stock as of the date of this statement. Thyme is the record owner of 82,153 shares of Common Stock as of the date of this statement. LGP is the record owner of 1,140 restricted shares of Common Stock as of the date of this statement. |
The names of the directors and executive officers of LGPM are set forth on Schedule 1, which is incorporated herein by reference.
| ITEM 4. | PURPOSE OF TRANSACTION |
On August 20, 2012, the Reporting Persons sold an aggregate of 454,290 shares at a weighted average price per share of $95.1006 on the open market for total proceeds of $43,203,251.57, net of commissions. Specifically, GEI V sold 346,880 shares, GEI Side V sold 104,053 shares, and Thyme sold 3,357 shares.
Except as disclosed in this Item 4, none of GEI V, GEI Side V, Thyme nor any of the other Reporting Persons has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to the Reporting Persons’ investments in the Issuer as deemed appropriate in light of existing circumstances from time to time, and reserve the right to dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans or proposals in the future depending on market conditions and/or other factors.
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| CUSIP No. 966837106 | | Schedule 13D/A | | Page 12 of 16 Pages |
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b)
| | | | | | | | | | | | |
Reporting Persons | | Number of
Shares With
Sole Voting and
Dispositive
Power | | | Number of
Shares With
Shared Voting
and Dispositive
Power | | Aggregate
Number of
Shares
Beneficially
Owned | | Percentage
of Class
Beneficially
Owned | |
GEI V | | | 0 | | | 11,117,027 | | 11,117,027 | | | 6.0 | % |
GEI Side V | | | 0 | | | 11,117,027 | | 11,117,027 | | | 6.0 | % |
Thyme | | | 0 | | | 11,117,027 | | 11,117,027 | | | 6.0 | % |
Jonathan D. Sokoloff | | | 0 | | | 11,117,027 | | 11,117,027 | | | 6.0 | % |
Jonathan A. Seiffer | | | 0 | | | 11,117,027 | | 11,117,027 | | | 6.0 | % |
Other Reporting Persons | | | 0 | | | 11,117,027 | | 11,117,027 | | | 6.0 | % |
| | (c) | The following table sets forth all transactions with respect to shares of Common Stock effectuated during the past 60 days by any of the Reporting Persons. Each day’s sales were comprised of open market transactions made on that day, and the price per share reported is the weighted average price per share with commissions deducted. |
| | | | | | | | | | |
Reporting Person | | Date of Transaction | | Number of Shares
Sold | | | Price per Share | |
GEI V | | July 27, 2012 | | | 451,352 | | | $ | 92.9203 | |
GEI Side V | | July 27, 2012 | | | 135,391 | | | $ | 92.9203 | |
Thyme | | July 27, 2012 | | | 4,369 | | | $ | 92.9203 | |
GEI V | | July 30, 2012 | | | 243,797 | | | $ | 91.9481 | |
GEI Side V | | July 30, 2012 | | | 73,131 | | | $ | 91.9481 | |
Thyme | | July 30, 2012 | | | 2,360 | | | $ | 91.9481 | |
GEI V | | July 31, 2012 | | | 327,783 | | | $ | 92.0088 | |
GEI Side V | | July 31, 2012 | | | 98,324 | | | $ | 92.0088 | |
Thyme | | July 31, 2012 | | | 3,173 | | | $ | 92.0088 | |
GEI V | | August 20, 2012 | | | 346,880 | | | $ | 95.1006 | |
GEI Side V | | August 20, 2012 | | | 104,053 | | | $ | 95.1006 | |
Thyme | | August 20, 2012 | | | 3,357 | | | $ | 95.1006 | |
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| CUSIP No. 966837106 | | Schedule 13D/A | | Page 13 of 16 Pages |
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| CUSIP No. 966837106 | | Schedule 13D/A | | Page 14 of 16 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment is true, complete and correct.
Dated as of August 22, 2012
| | |
| Green Equity Investors V, L.P. |
| By: GEI Capital V, LLC, its General Partner |
| |
| By: | | /s/ Cody L. Franklin |
| Name: | | Cody L. Franklin, as Attorney-in-Fact for |
| | Jonathan D. Sokoloff |
| Title: | | Manager |
|
Green Equity Investors Side V, L.P. By: GEI Capital V, LLC, its General Partner |
| |
| By: | | /s/ Cody L. Franklin |
| Name: | | Cody L. Franklin, as Attorney-in-Fact for |
| | Jonathan D. Sokoloff |
| Title: | | Manager |
|
Thyme Coinvest, LLC By: Leonard Green & Partners, L.P., its Manager By: LGP Management, Inc., its General Partner |
| |
| By: | | /s/ Cody L. Franklin |
| Name: | | Cody L. Franklin, as Attorney-in-Fact for |
| | Jonathan D. Sokoloff |
| Title: | | Executive Vice President |
| | and Managing Partner |
|
| GEI Capital V, LLC |
| |
| By: | | /s/ Cody L. Franklin |
| Name: | | Cody L. Franklin, as Attorney-in-Fact for |
| | Jonathan D. Sokoloff |
| Title: | | Manager |
|
| Green V Holdings, LLC |
| |
| By: | | /s/ Cody L. Franklin |
| Name: | | Cody L. Franklin, as Attorney-in-Fact for |
| | Jonathan D. Sokoloff |
| Title: | | Manager |
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| CUSIP No. 966837106 | | Schedule 13D/A | | Page 15 of 16 Pages |
| | |
Leonard Green & Partners, L.P. By: LGP Management, Inc., its General Partner |
|
| |
| By: | | /s/ Cody L. Franklin |
| Name: | | Cody L. Franklin, as Attorney-in-Fact for |
| | Jonathan D. Sokoloff |
| Title: | | Executive Vice President and Managing Partner |
|
| LGP Management, Inc. |
| By: | | /s/ Cody L. Franklin |
| Name: | | Cody L. Franklin, as Attorney-in-Fact for |
| | Jonathan D. Sokoloff |
| Title: | | Executive Vice President |
| | and Managing Partner |
| |
| By: | | /s/ Cody L. Franklin |
| Cody L. Franklin, as Attorney-in-Fact for |
| Jonathan D. Sokoloff |
| |
| By: | | /s/ Cody L. Franklin |
| Cody L. Franklin, as Attorney-in-Fact for |
| Jonathan A. Seiffer |
SCHEDULE 1
Directors and Executive Officers of LGPM
| | |
Name | | Position with LGPM |
| John G. Danhakl | | Executive Vice President and Managing Partner |
| Peter J. Nolan | | Executive Vice President and Managing Partner |
| Jonathan D. Sokoloff | | Executive Vice President and Managing Partner |
| Jonathan A. Seiffer | | Senior Vice President |
| John M. Baumer | | Senior Vice President |
| Timothy J. Flynn | | Senior Vice President |
| James D. Halper | | Senior Vice President |
| Michael J. Connolly | | Senior Vice President |
| Todd M. Purdy | | Senior Vice President |
| Michael S. Solomon | | Senior Vice President |
| Michael Gennaro | | Chief Operating Officer and Secretary |
| Cody L. Franklin | | Chief Financial Officer and Assistant Secretary |
| Lily W. Chang | | Vice President – Procurement |
| Lance J.T. Schumacher | | Vice President – Tax |
| Usama N. Cortas | | Principal |
| J. Kristofer Galashan | | Principal |
| Alyse M. Wagner | | Principal |
| Michael J. Kirton | | Vice President |
| Oliver U. Nordlinger | | Vice President |
| Adam T. Levyn | | Vice President |
| John J. Yoon | | Vice President |
